Welcome to our dedicated page for Wk Kellogg Company SEC filings (Ticker: KLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
WK Kellogg Co (KLG) isn’t just another consumer-goods issuer; its SEC filings uncover the real story behind Special K marketing budgets, corn-and-sugar input costs, and why Tony the Tiger still rules the cereal aisle. If you’ve ever searched for “WK Kellogg Co insider trading Form 4 transactions” or wondered how inflation affects Raisin Bran margins, this page brings every disclosure to one place.
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Ferrero International to acquire WK Kellogg Co (NYSE: KLG) in an all-cash merger valued at $23.00 per share. On 10 July 2025 the companies signed a definitive Agreement and Plan of Merger under which Frosty Merger Sub, a wholly-owned subsidiary of Ferrero, will merge with and into WK Kellogg Co; the cereal maker will survive as a wholly-owned indirect subsidiary of Ferrero.
Consideration & capital structure
- Each outstanding share of KLG common stock (other than treasury shares or dissenting shares) will be converted into the right to receive $23.00 in cash (the “Per Share Price”).
- Treasury shares and shares already owned by Ferrero will be cancelled with no consideration.
- Equity awards convert to cash: vested RSUs paid out at closing; unvested RSUs/PSUs become cash-settled awards that pay on the original vesting/performance schedule; DSUs paid in cash on their original distribution dates, all calculated at $23.00 per underlying share.
Key closing conditions
- Approval by holders of a majority of outstanding KLG shares (voting agreements executed with the W.K. Kellogg Foundation Trust and Gund family entities support the deal).
- Expiration or termination of the HSR waiting period plus other required regulatory and tax opinions.
- No Company Material Adverse Effect and no legal restraint prohibiting the transaction.
- Ferrero’s obligation to close is not conditioned on financing.
Termination provisions
- Outside date: 10 Jan 2026, automatically extended to 10 Jul 2026 for antitrust clearances.
- KLG may terminate for a Superior Proposal prior to shareholder approval; doing so requires a $73.54 million break-up fee.
- Ferrero must pay KLG $105.06 million if the merger fails to close because of certain antitrust impediments by the termination date.
Additional disclosures
- A joint press release (Exhibit 99.1) furnished under Items 2.02 and 7.01 contains preliminary Q2-25 net sales and adjusted EBITDA figures (exact numbers not included in this filing extract).
- The company has agreed to customary operating and “no-shop” covenants during the interim period.
The board of WK Kellogg Co has unanimously approved the transaction and recommends that shareholders vote in favor. A definitive proxy statement will be filed with the SEC; shareholders are urged to read it when available.
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